Chapter 805 - Business Organizations - Limited Liability Company Act. - Relations of Members and Managers to Persons Dealing with Limited Liability Company

(805 ILCS 180/Art. 13 heading)

Article 13. Relations of members and managers to

persons dealing with limited liability company

    (805 ILCS 180/13- 5)
    Sec. 13- 5. Agency of members and managers.
    (a) Subject to subsections (b) and (c):
        (1) Each member is an agent of the limited liability

company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.

(2) An act of a member that is not apparently for

carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company only if the act was authorized by the other members.

(b) Subject to subsection (c), in a manager- managed company:
(1) A member is not an agent of the company for the

purpose of its business solely by reason of being a member. Each manager is an agent of the company for the purpose of its business, and an act of a manager, including the signing of an instrument in the company's name, for apparently carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.

(2) An act of a manager which is not apparently for

carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company only if the act was authorized under Section 15- 1.

(c) Unless the articles of organization limit their authority, any member of a member- managed company or manager of a manager- managed company may sign and deliver any instrument transferring or affecting the company's interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.
(Source: P.A. 90- 424, eff. 1- 1- 98.)

(805 ILCS 180/13- 10)
Sec. 13- 10. Limited liability company liable for member or manager's actionable conduct. A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the company.
(Source: P.A. 90- 424, eff. 1- 1- 98.)